As filed with the Securities and Exchange Commission on May 11, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALTRIS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3634089
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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9339 Carroll Park Drive
San Diego, California 92121
(858) 625-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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JOHN W. LOW
Chief Financial Officer and Secretary
ALTRIS SOFTWARE, INC.
9339 Carroll Park Drive
San Diego, California 92121
(858) 625-3000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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WITH A COPY TO:
RUSSELL C. HANSEN, ESQ.
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, California 90067
(310) 552-8500
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CALCULATION OF REGISTRATION FEE(1)
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Amount Proposed Maximum Proposed Maximum Amount
Title of Securities to be Offering Price per Aggregate of Registration
to be Registered Registered (2) Share (3) Offering Price (3) Fee
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Common Stock, no
par value 1,800,000 $.475 per share $855,000 $213.75
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(1) This Registration Statement relates to the registration of additional
securities under the registrant's 1996 Stock Incentive Plan. Under the
original Registration Statement (file no. 333-24383) relating to the
Amended and Restated Plan, the registrant registered 625,000 shares (as
well as options and other rights to acquire or purchase shares). The
filing fee associated with filing the original Registration Statement was
$1,018.
(2) This Registration Statement covers, in addition to the number of shares
of Common Stock, no par value, stated above, options and other rights to
purchase or acquire the shares of Common Stock under the above-referenced
plan and, pursuant to Rule 416(c), an additional indeterminate number of
shares which by reason of certain events specified in the Plan may become
subject to the Plan.
(3) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock on May 7, 2001.
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The Exhibit Index included in this Registration Statement is at page 4.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Altris Software, Inc. (formerly,
Alpharel, Inc.) with the Securities and Exchange Commission are by this
reference incorporated in and made a part of this Registration Statement:
(a) Registration Statement No. 333-24383 on Form S-8 as filed on
April 2, 1997 relating to Altris' Amended and Restated 1996
Stock Incentive Plan.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Independent Accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24 Power of Attorney (included on Signature Page)
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1
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on the 11th day of
May, 2001.
ALTRIS SOFTWARE, INC.
By: /s/ Roger H. Erickson
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Roger H. Erickson
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger H. Erickson and John W. Low his
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full powers and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might, or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
SIGNATURE TITLE DATE
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/s/ Roger H. Erickson Chairman and Chief Executive May 11, 2001
Officer and Director (Principal
Roger H. Erickson Executive Officer)
/s/ John W. Low Chief Financial Officer and Secretary May 11, 2001
(Principal Financial and
John W. Low Accounting Officer)
/s/ D. Ross Hamilton Director May 11, 2001
D. Ross Hamilton
/s/ Hilton Isaacman Director May 11, 2001
Hilton Isaacman
/s/ Johann Leitner Director May 11, 2001
Johann Leitner
/s/ Larry D. Unruh Director May 11, 2001
Larry D. Unruh
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Independent Accountants
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24 Power of Attorney (included on Signature Page)
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4